Derecho de Compañías
In addition to full legal representation of companies our Law Office provides the following services for our esteemed clients
Our Office has extensive practical experience in the fields of establishing, operating and transformation of companies. Our services include full administration in the process of founding, recording of data changes, merger and acquisition, furthermore the legal representation through the procedures of liquidation, bankruptcy and winding-up.
1. Founding, recording of data changes, transformation
With the help of Our Office you may establish your company swiftly and efficiently, the company documents will be submitted to the registry court immediately following that the company documents have been signed and upon receipt of verification that the fee of the procedure has been paid, thus the registration process may be completed within 1-2 workdays.
§ We welcome our Clients flexibly even outside typical business hours, furthermore signing the company documents may take place at a location outside Our Office.
There may be several economic reasons for the need of recording of changes, may it be personal change in the company’s ownership or the election of a new manager. In all cases Our Office is available to our Clients with fast and current work to complete every necessary step in the modification process.
In the case of transformation (e.g. merger, separation), or change in company form (e.g. LLP to LTD/Inc or LLC) Our Office provides professional advice about the process in question and fully executes these procedures. Through our experienced partners we can also provide accounting and audit services to our Clients.
Keep it in mind, that the act on the new Civil Code of Hungary has brought about several changes concerning the regulations on companies such as mandatory changes (modification), between 15th of March 2015 and 15th of March 2016 companies shall synchronize (modify) their articles of association in accordance with the new regulations of the Hungarian Civil Code.
2. Important questions concerning the articles of association
It is often a mandatory condition that during their economic and financial operation companies determine regulations inside their articles of association that are different from the general rules, thus for the actual management and the allocation of profits – within legal limits – may be modified accordingly. We have listed the most common possibilities; nevertheless the following examples constitute no exhaustive list:
§ the members shall ensure the right of pre-emption for each other or the company for the event of transferring company shares;
§ in the case of limited liability companies it is possible to rule out the transfer of shares on the ground other than of a purchase agreement;
§ it is also possible to rule out the option of acquiring shares trough inheritance;
§ dividends and voting percentages may differ from the corresponding share-values.
The above mentioned regulations are recommended for the cases where it is necessary to avoid the entry of a new and unwanted „member” or to limit the power and interest of the given members.
3. Companies with a single member
Limited liability companies and private limited by shares companies may be founded (or may operate) as a single member companies. Accordingly different corporate regulations apply for single member companies both in cases of using the standard articles of association sample or personalised regulations.
Due to the single membership form, many questions regulated in the articles of association are implicitly conceptual impossibilities: there is no meeting of the members, no need to regulate the share of profits, there may be no member with a majority of the votes or with influence ensuring qualified majority etc.
§ It is important to underline that the member of a single member company has raised, almost unlimited liability!
4. Bankruptcy, winding-up and liquidation procedures
Our Office contributes trough the whole process of simplified and „regular” liquidation processes and exercises full legal representation all the way to the final decision in winding-up procedures.
The Hungarian law distinguishes between three procedures (not necessarily in harmony with the meaning of their foreign counterparts).
Winding-up is a process which aims the termination of the company without legal successor that may only be carried out if the company is not declared insolvent and the owners decide that they do not want to operate the company in the future. Accordingly the aim of the winding-up procedure is accounting for the company’s assets which the company owns at the time of initiation of the procedure but the assets acquired during the procedure are also the subject of winding-up.
By contrast liquidation is as an opportunity for termination in the life of a company when company is facing financial problems, ie. creditors may initiate the termination by forcing the company to operate. An insolvent state is typically the result of different debts that arise from transactions, bank loans other receivables and lawsuits.
When there is a chance for settling the debts it is recommended that a company initiates bankruptcy procedures due to the fact that there is a chance to negotiate and settle with the creditors during the time of the additional payment period and process. Therefore the main difference between bankruptcy and liquidation procedures is that in case the company doesn’t show signs of willingness to pay liquidation will follow, in bankruptcy procedures a company aims to avoid the permanent insolvency and desires that the creditors receive their claims as fast as possible and the company may continue its operation (or terminate operations without leaving debts behind).
§ Our Office may act as representative of creditors during the pursuit of a claim and initiates the liquidation procedure against the debtor;
§ Our Office provides representation of debtor companies in winding-up/liquidation/bankruptcy proceedings from pre-judicial phase until the order of termination became effective.
5. Contribution of a legal representative in company procedures
According to the regulations of Act 5 of 2006 on public company information, company registration, the legal representation is mandatory during founding (registration of changes) and liquidation and bankruptcy proceedings as well. The company documents may be filed via electronic mechanism in a countersigned or authentic instrument form.
Our Office provides information on the chosen company form for our esteemed Clients including questions concerning the founding and operation of the company, the governing legal regulations such as drafting the company documents, choosing the appropriate name of a new company and the electronic filing of the legal documents. Throughout providing legal representation Our Office takes the necessary procedural steps right until the registering court order is effective.
and soon you can own an undertaking or in case you already have an operating business you will have clearer understanding and may acquire useful knowledge on your rights and obligations, and thus your possibilities!